March 26, 2025

On March 21, 2025, the Treasury Department’s Financial Crimes Enforcement Network ("FinCEN") issued interim final rules that significantly narrow the beneficial ownership information ("BOI") reporting requirements under the Corporate Transparency Act ("CTA"). As expected, the new rules exempt domestic reporting companies from filing BOI reports. While foreign corporations registered to do business in the U.S. must still submit BOI reports, they are no longer required to include information on U.S. beneficial owners.

The CTA’s reporting requirements remain in effect for foreign reporting companies operating in the U.S. Those in existence before March 21, 2025, have 30 days from that date to file a BOI report. Moving forward, any entity that becomes a foreign reporting company on or after March 21 must submit its BOI report within 30 days of either receiving actual notice of registration to do business or the first public notice of registration by a secretary of state or similar authority.

Entities formed in U.S. territories are classified as domestic and are not required to file BOI reports. Similarly, U.S. citizens residing in U.S. territories are considered U.S. persons, meaning their ownership of entities—whether domestic or foreign—is not reportable. However, non-citizen residents of U.S. territories are not classified as U.S. persons, and their BOI must be reported by foreign reporting entities.

The Treasury Department will seek public comments before issuing a final rule later this year. The extent to which the final regulations may change remains uncertain. However, Treasury’s authority to narrow the reporting requirements under the CTA could face legal challenges. Additionally, the reduced enforcement scope has drawn bipartisan scrutiny from members of Congress, who question the legal basis for FinCEN's current "non-enforcement" approach.